WestRock Announces Consent Solicitation
- None.
- None.
Relating to the
and
The purpose of the Consent Solicitation is to obtain Consents from the Holders to (i) amend the definition of “Change of Control” applicable for the relevant series of the Notes under the Indentures to add an exception for the previously disclosed proposed business combination of WestRock and the Smurfit Kappa group (the “Merger”) announced by WestRock on September 12, 2023, pursuant to the transaction agreement entered into on September 12, 2023, by and among, inter alios, Smurfit Kappa Group plc, a public limited company incorporated in
The Consent Solicitation will expire at 5:00 p.m.,
Holders who have validly delivered their Consent for any series of Notes prior to the Expiration Time, and who have not validly revoked such Consent prior to the Revocation Deadline, will be eligible to receive a payment equal to
Holders who have validly delivered their Consents prior to the Expiration Time but who have validly revoked their Consents prior to the Revocation Deadline will not be eligible to receive the Consent Payment unless they validly deliver their Consents again prior to such Expiration Time, and do not validly revoke their Consents again prior to the Revocation Deadline.
The Issuer with respect to any or all series of its Notes may, in its sole discretion, terminate, extend or amend the Consent Solicitation and the deadlines thereunder. The Issuer has retained Citigroup Global Markets Inc. to act as solicitation agent. Kroll Issuer Services Limited will act as tabulation agent and information agent for the Consent Solicitation. Requests for documents may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email to smurfit@is.kroll.com. Questions regarding the Consent Solicitation may be directed to Citigroup Global Markets Inc. at +1 (800) 558-3745 or by email to ny.liabilitymanagement@citi.com.
This announcement is for information purposes only and does not constitute an offer to purchase any of the Notes or a solicitation of an offer to sell any of the Notes and shall not be deemed to be an offer to purchase or a solicitation of an offer to sell any securities of the Issuer, or its respective subsidiaries or affiliates. The Consent Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the proposed amendments. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Information Regarding Forward-Looking Statements
This communication contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding the Merger between WestRock and SKG, including any statements regarding the Consent Solicitation, the Merger and the listing of the combined company (“Smurfit WestRock”), the rationale and expected benefits of the Merger (including, but not limited to, synergies), and any other statements regarding WestRock’s and SKG’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Forward-looking statements can sometimes be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives of these terms or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions, but not all forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include: a condition to the closing of the Merger may not be satisfied; the occurrence of any event that can give rise to termination of the Merger; a regulatory approval that may be required for the Merger is delayed, is not obtained in a timely manner or at all or is obtained subject to conditions that are not anticipated; SKG is unable to achieve the synergies and value creation contemplated by the Merger; Smurfit WestRock’s availability of sufficient cash to distribute to its shareholders in line with current expectations; SKG is unable to promptly and effectively integrate WestRock’s businesses; management’s time and attention is diverted on issues related to the Merger; disruption from the Merger makes it more difficult to maintain business, contractual and operational relationships; credit ratings decline following the Merger; legal proceedings are instituted against SKG, WestRock or Smurfit WestRock are unable to retain or hire key personnel; the announcement or the consummation of the Merger has a negative effect on the market price of the capital stock of SKG or WestRock or on SKG or WestRock’s operating results; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions, in
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230919464828/en/
Investors:
Robert Quartaro
Senior Vice President, Investor Relations
T: +1 470 328 6979
E: robert.quartaro@westrock.com
Media:
Robby Johnson
Senior Manager, Corporate Communications
T: +1 470 328 6397
E: robby.b.johnson@westrock.com
Source: WestRock Company